CERTIFICATE OF ICON SYSTEMS, INC.,

                      A NEVADA CORPORATION,

               PURSUANT TO SECTION 78.207(4) OF THE

                     NEVADA REVISED STATUTES



          FIRST:  The name of the corporation is Icon Systems, Inc. (the
"Company").

          SECOND:  On July 14, 1997, the Board of Directors of the Company
unanimously consented to a forward split of the Company's outstanding common
stock in the ratio of three new shares for every one share outstanding as of
the date of filing of this Certificate, while retaining the current authorized
shares and par value, with appropriate adjustments to the additional paid in
capital and stated capital accounts of the Company.

          THIRD:  The number of authorized shares and the par value of the
Company's common stock immediately before the above-referenced resolutions
were 100,000,000 shares at one mill ($0.001).  The number of authorized shares
and the par value of the Company's preferred stock immediately before such
resolutions were 10,000,000 shares at one mill ($0.001). 

          FOURTH:  The number of authorized shares and the par value of the
Company's common stock immediately after the above-referenced resolutions were
100,000,000 shares and one mill ($0.001), respectively.  The number of
authorized shares and the par value of the Company's preferred stock
immediately after such resolutions were 10,000,000 shares at one mill
($0.001).

          FIFTH:  The number of shares of the Company's common stock to be
issued after the forward split in exchange for each pre-split share of common
stock is three shares.

          SIXTH:  No fractional shares will be issued as a result of the
forward split.  There is no provision for the payment of money or the issuance
of scrip to stockholders otherwise entitled to a fraction of a share as a
result of the forward split.

          SEVENTH:  The approval of the affected stockholders is not
required and has not been sought.

          EIGHTH:  The above-referenced resolutions will be effective as of
the date of filing of this Certificate with the Secretary of State of the
State of Nevada.

          IN WITNESS WHEREOF, the undersigned executive officers of the
Company hereby execute this Certificate on the 14 day of July, 1997.



                                    /s/ Michelle Wheeler
                                          -------------------------
                                   Michelle Wheeler, President


                                    /s/ Steven D. Moulton
                                          -------------------------
                                   Steven D. Moulton,                   
                        Secretary/Treasurer


STATE OF UTAH       )
                    ) ss
COUNTY OF SALT LAKE )

          Michelle Wheeler and Steven D. Moulton hereby acknowledge that
they are the President and Secretary/Treasurer, respectively, of Icon Systems,
Inc., that they have read the foregoing information, and of their personal
knowledge, represent and warrant that such information is true and correct in
every material respect.



                                    /s/ Michelle Wheeler
                                          --------------------------
                                   Michelle Wheeler


                                    /s/ Steven D. Moulton
                                          --------------------------
                                   Steven D. Moulton


          Subscribed and sworn to before me this 14 day of July, 1997.



                                           /s/ [signature illegible]
                                           --------------------------
                                           NOTARY PUBLIC